March 7th, 2014
Dear Stockholder:
This letter informs you that ViewCast.com, Inc. (the “Corporation”), and its wholly owned
subsidiaries, VideoWare, Inc., Osprey Technologies, Inc., ViewCast Solutions, Inc. and
ViewCast Technology Services Corporation (collectively, the “Subsidiaries”) entered into an
asset purchase agreement, dated March 3, 2014 (the “Asset Purchase Agreement”), pursuant to
which the Corporation and the Subsidiaries agreed to sell certain assets to Variosystems AG
(“Variosystems”).
This letter serves as the notice under Section 228(e) of the Delaware General Corporation Law
for corporate action taken without a stockholders’ meeting by less than unanimous written
consent of our stockholders. No action is required on your part.
The Asset Purchase Agreement
Pursuant to the Asset Purchase Agreement, the Corporation and the Subsidiaries sold certain
assets to Variosystems, and Variosystems assumed certain liabilities of the Corporation and its
Subsidiaries, related to the Osprey line of video capture card products produced by the
Corporation and its Subsidiaries (the “Assets”). In consideration for the Assets, Variosystems
paid the Corporation and its Subsidiaries cash and non-cash consideration including entry into a
royalty agreement, as well as the assumption of certain liabilities.
Approvals by the Corporation’s Board and Stockholders
The Asset Purchase Agreement was approved by the unanimous written consent of our Board of
Directors. The Asset Purchase Agreement was also approved by the written consent of the
holders of a majority of the shares of the Corporation’s common stock and the holders of all of
the shares of the Corporation’s Series E Convertible Redeemable Preferred Stock, which shares
of Series E Convertible Redeemable Preferred Stock voted on an as converted basis.
If you have any questions, please contact me at 972.488.7150 or [email protected].
Very truly yours,
Lance E.L. Ouellette
President
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